Participant: | |
Original Date of Grant: | |
Number of Option Shares Granted: | |
Exercise Price at Date of Grant: | |
Option Expiration Date: | |
Capitalization Adjustment Exercise Price Supplement: | Where a Change in Control has occurred which is the result of the stockholders of the Company or the Board having approved a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company will otherwise occur, and the Company declares one or more distributions in furtherance of such dissolution or liquidation, consistent with Section 10(a) of the Plan, vesting of the Options subject to this notice shall accelerate as of the date of such Change in Control and the herein referenced Options shall become immediately vested, and thereafter, the Exercise Price of the herein referenced Option shall be reduced on a dollar-for-dollar basis with each distribution paid to the Company’s shareholders until the Exercise Price reaches the par value of the Shares subject to the herein referenced Option. |
Exercise Date Supplement: | Notwithstanding Section 7 of the Stock Option Agreement, where a Change in Control has occurred which is the result of the stockholders of the Company or the Board having approved a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company will otherwise occur, consistent with Section 10(b) of the Plan, the Option may be exercised at any time until the later of the date of dissolution or liquidation of the Company, provided that, in the event that Participant resigns without good reason (as defined in any agreement with the Company), Participant shall be entitled to exercise the Options granted herein for a period of three (3) months from resignation. |
PDL BIOPHARMA, INC. | PARTICIPANT | |||
By: | By: | |||
Print Name: | Print Name: | |||
Title: | ||||
Date: | Date: | |||